UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

G SQUARED ASCEND I INC.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39981

98-1578016

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

205 N. Michigan Avenue, Suite 3770

Chicago, IL

60601

(Address Of Principal Executive Offices)

(Zip Code)

(312) 552-7160

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant	GSQD.U	NYSE
Class A ordinary shares included as part of the units	GSQD	NYSE
Redeemable warrants included as part of the units	GSQD.W	NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 11, 2022, 1,908,952 units, 32,591,048 Class A ordinary shares, par value $0.0001 per share, 8,625,000 Class B ordinary shares, par value $0.0001 per share, and 13,618,177 warrants were issued and outstanding, respectively

Table of Contents

G SQUARED ASCEND I INC.

Form 10-Q

For the Quarter Ended June 30, 2022

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	2
	Unaudited Condensed Consolidated Statements of Changes Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022 and 2021	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
PART III
SIGNATURES		31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

G SQUARED ASCEND I INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash	$	3,999	$	26,468
Prepaid expenses		553,121		927,496
Total current assets		557,120		953,964
Investments held in Trust Account		345,594,263		345,041,529
Total Assets	$	346,151,383	$	345,995,493

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
Current liabilities:
Accounts payable	$	1,868,534	$	1,494,979
Accrued expenses		49,227		93,905
Due to related party		617,127		160,077
Total current liabilities		2,534,888		1,748,961
Deferred underwriting commissions		12,075,000		12,075,000
Derivative liabilities		2,017,609		12,551,740
Total liabilities		16,627,497		26,375,701

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value of $10.01 and $10.00 per share as of June 30, 2022 and December 31, 2021, respectively		345,494,264		345,000,000

Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2022 and December 31, 2021		—		—
Class A ordinary shares, $0.0001 par value; 350,000,000 shares authorized; no non-redeemable shares issued or outstanding as of June 30, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		863		863
Additional paid-in capital		—		—
Accumulated deficit		(15,971,241)		(25,381,071)
Total shareholders' deficit		(15,970,378)		(25,380,208)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	346,151,383	$	345,995,493

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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G SQUARED ASCEND I INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
General and administrative expenses	$	731,285	$	678,526	$	1,122,711	$	883,814
General and administrative expenses - related party		30,000		30,000		60,000		50,000
Loss from operations		(761,285)		(708,526)		(1,182,771)		(933,814)
Other income (expenses):
Change in fair value of derivative liabilities		3,636,421		(3,545,330)		10,534,131		(897,530)
Change in fair value of derivative assets		(162,390)		—		—		—
Offering costs associated with derivative liabilities		—		—		—		(462,850)
Loss on Forward Purchase Agreement		—		—		—		(1,448,910)
Gain on conversion of working capital loan		—		—		—		243,440
Interest income from investments held in Trust Account		521,853		11,595		552,734		31,764
Total other income (expenses)		3,995,884		(3,533,735)		11,086,865		(2,534,086)

Net income (loss)	$	3,234,599	$	(4,242,261)	$	9,904,094	$	(3,467,900)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		34,500,000		34,500,000		34,500,000		27,066,298
Basic and diluted net income (loss) per share, Class A ordinary share	$	0.08	$	(0.10)	$	0.23	$	(0.10)
Weighted average shares outstanding of Class B ordinary shares		8,625,000		8,625,000		8,625,000		8,382,597
Basic and diluted net income (loss) per share, Class B ordinary share	$	0.08	$	(0.10)	$	0.23	$	(0.10)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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G SQUARED ASCEND I INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021 (audited)	—	$	—	8,625,000	$	863	$	—	$	(25,381,071)	$	(25,380,208)
Net income	—		—	—		—		—		6,669,495		6,669,495
Balance - March 31, 2022 (unaudited)	—		—	8,625,000		863		—		(18,711,576)		(18,710,713)
Increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(494,264)		(494,264)
Net income	—		—	—		—		—		3,234,599		3,234,599
Balance - June 30, 2022 (unaudited)	—	$	—	8,625,000	$	863	$	—	$	(15,971,241)	$	(15,970,378)

For The Three AND SIX Months Ended JUNE 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders' Equity
	Shares	Amount		Shares	Amount		Capital		Deficit		(Deficit)
Balance - December 31, 2020 (audited)	—	$	—	8,625,000	$	863	$	24,137	$	(7,830)	$	17,170
Excess cash received over the fair value of the private placement warrants	—		—	—		—		2,196,000		—		2,196,000
Accretion of Class A ordinary shares subject to possible redemption amount	—		—	—		—		(2,220,137)		(24,849,171)		(27,069,308)
Net income	—		—	—		—		—		774,361		774,361
Balance - March 31, 2021 (unaudited)	—		—	8,625,000		863		—		(24,082,640)		(24,081,777)
Net loss	—		—	—		—		—		(4,242,261)		(4,242,261)
Balance - June 30, 2021 (unaudited)	—	$	—	8,625,000	$	863	$	—	$	(28,324,901)	$	(28,324,038)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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G SQUARED ASCEND I INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Six Months Ended June 30,
	2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	9,904,094	$	(3,467,900)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party under promissory note		—		5,704
Change in fair value of derivative liabilities		(10,534,131)		2,346,440
Offering costs associated with derivative warrant liabilities		—		462,850
Gain on conversion of working capital loan		—		(243,440)
Interest income from investments held in Trust Account		(552,734)		(31,764)
Changes in operating assets and liabilities:
Prepaid expenses		374,375		(1,362,503)
Accounts payable		373,555

SEC Form 10-Q filed by G Squared Ascend I Inc.